Authorized Office Gemini Partner

Agreement
 Authorized Office Gemini Partner Agreement

THIS AGREEMENT, entered into and effective as of (hereinafter

referred to as Effective Date) by and between

(enter complete legal company name)

located at:

(enter complete address)

hereinafter referred to as AOGP, (Authorized Office Gemini Partner)

and Office Gemini, LLC

located at 6100 Corporate Drive, Suite 330

Houston, TX 77036 USA

hereinafter referred to as Office Gemini

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

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1.0 Sale of Office Gemini Products
Subject to the terms and conditions of this agreement, OFFICE GEMINI hereby appoints AOGP,
and AOGP hereby accepts appointment, as OFFICE GEMINI's non-exclusive independent
AOGP for the duration of this agreement to actively and continuously market and assist in the
sale of OFFICE GEMINI products and services to both existing and new customers.

1.1 Maintenance and Support

OFFICE GEMINI software products are offered with Maintenance and Support included
in the first year. Under the Maintenance, the customer will automatically receive all fixes,
patches, updates and upgrades to the OFFICE GEMINI software products initially
purchased or subsequently added. Under the Support, the customer receives premium
support by OFFICE GEMINI via the hotline (See Section 6.5). If support should be
renewed after the first year, a fee may apply.

1.2 Updates and Upgrades

The customer or the AOGP may choose not to install updates or upgrades that in their
opinion do not provide functional or qualitative improvement to the existing software
system. OFFICE GEMINI accepts no liability for the AOGP's or the customer's decision
as to whether to install or not to install the updates or upgrades available.

1.3 Expenses & Commitments

All parties acknowledge that any expenditures or commitments are made at the risk of
the party making such expenditures or commitments. AOGP agrees that it shall be
responsible for its own expenses and costs under this Agreement and that OFFICE
GEMINI shall have no obligation to reimburse AOGP for any expenses or costs incurred
by AOGP in the performance of AOGP's duties hereunder.

2.0 Logos
The AOGP may utilize the OFFICE GEMINI provided "OFFICE GEMINI" logo and product logos
in or on corporate offices and company automobiles, as well as in media and marketing material.
The logos must appear in the forms and colors stipulated by OFFICE GEMINI.

3.0 Pricing
OFFICE GEMINI publishes a price list for the products and services we offer. This price list will
change from time to time when product costs or other conditions change. OFFICE GEMINI
reserves the right to change prices without notice, but shall make every reasonable attempt to
inform the AOGP of price changes in writing, whenever possible, 30 days before the new prices
take effect.

4.0 Confidentiality
4.1 Non-Disclosure
AOGP hereby acknowledges and agrees that the Authorized Software is proprietary and
constitutes trade secrets of OFFICE GEMINI. Without the prior written consent of
OFFICE GEMINI, AOGP shall not disclose to any third party any confidential business
information or trade secrets of OFFICE GEMINI, including but not limited to: content of
this agreement; customer lists; product specifications; product technical manuals;
financial or sales reports; price lists; and any materials related to OFFICE GEMINI
customers, financial performance, or design of OFFICE GEMINI products.

4.2 Survival
AOGP's obligations under this confidentiality provision shall survive for a period of five (5)
years from the date of termination or non-renewal of this agreement.

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5.0 AOGP’s Requirements
5.1 Marketing & Sales Efforts
The AOGP agrees to send OFFICE GEMINI informational brochures to all potential
customers and active OFFICE GEMINI product users in its region, upon publication. The
AOGP also agrees to assist OFFICE GEMINI in obtaining information and releases to
publish case studies about their customers’ usage of OFFICE GEMINI products.

AOGP accepts the grant, in the limited scope provided herein, and agrees to use its best
efforts to communicate the features, benefits, pricing and availability of the Software to
potential Customers in AOGP's ordinary course of business.

5.2 AOGP Status, Requirements, Benefits

AOGP
Requirements Benefits
Status

• 20% Discount off Retail Price

Silver
• Online Training from Office Gemini • Dokmee University
Partner
• Pre-Sales Support

• All Silver Partner Requirements

• $950 annual fee due each year on the • All Silver Partner Benefits
anniversary of the Effective Date of this • 45% Discount off Retail Price
Agreement • Marketing Support
Gold • Dokmee Products must be properly • 1 NFR Dokmee Capture
Partner represented on AOGP company website Network License
• 1 Dokmee Sales Certified Professional • 1 NFR Dokmee Enterprise
within AOGP Organization Server + All Modules + 3
• 1 Dokmee Technical Certified Concurrent User License
Professional within AOGP Organization

• All Gold Partner Requirements

• Software ordered, inclusive of all
discounts and at partner price, must be
Platinum • All Gold Partner Benefits
equal to or more than $100,000 per year,
Partner • 50% Discount off Retail Price
starting on the Effective Date of this
Agreement until 12 calendar months
thereafter.

The NFR (Not for Resale) software licenses that the Gold and Platinum level AOGP
receives are for non-revenue in house document management solutions and
presentation purposes only, and are to be used in one of the AOGP’s business locations.
The AOGP agrees to actively utilize the software products to gain hands-on experience
and know-how useful for the acquisition of new customers. These NFR software licenses
issued may not be resold and may not be used in a revenue generating manner. The
AOGP will receive full pre and post-sales support as well as technical support and
upgrades to NFR licenses as long as the AOGP remains in good standing according to
the terms of this Agreement.

As soon as the AOGP meets all requirements of a status level, the adjustment of the
status level will happen on the 1st of the following month. The status level will remain in
effect through the duration of this Agreement and will automatically with this Agreement.
Upon renewal of this Agreement, if the requirements of the current status are not met,
the status will drop to that of which the requirements have been met.

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 5.3 Technical Support
The AOGP will provide the customer with two levels of support.

5.3.1 First Level (Triage, Phone Support)

Manned phone line support is to be available during business hours. Performed
by AOGP directly with the end-user to determine where a problem lies, what it’s
nature is, and the level of criticality of the problem.

5.3.2 Second Level (Administrator)

Performed by AOGP, or AOGP working with OFFICE GEMINI, and will clearly
determine the nature of a problem and the best route to its resolution. Second
Level Support will be performed by Analysts with good systems experience.

5.4 Minimum Sales Target

The AOGP must sell a minimum of $10,000.00 each year to remain an AOGP in good
standing. This minimum sales target is based on AOGP price paid to Office Gemini
inclusive of all discounts and at partner price, and is not based on retail price of the
product. This obligation shall take effect on the Effective Date of this Agreement and
shall renew for successive terms of 12 calendar months each.

5.5 Representations / Indemnity

AOGP shall not make any representations as to the products other than those, if any,
contained in written information and data provided by OFFICE GEMINI. AOGP agrees to
indemnify and hold OFFICE GEMINI harmless from any liability, damage or expense,
including attorneys' fees, by reason, or arising out of or relating to any acts, duties,
obligations or omissions of AOGP or of any personnel employed or otherwise engaged
by AOGP to perform AOGP's obligations and duties under this agreement.

To the maximum extent permitted by law, AOGP will indemnify, defend and hold
harmless OFFICE GEMINI, its owners, employees, representatives, agents and affiliates
from and against any and all liabilities, losses, damages, costs, and other expenses
(including reasonable attorneys' and reasonable expert witnesses' costs and fees) of
OFFICE GEMINI arising from or relating to any breach of (i) any representation,
warranty, covenant, or obligation of AOGP in this Agreement, or (ii) any intentional
misconduct or gross negligence by AOGP or any of its employees, agents, or
subcontractors in performing under this Agreement. In the event of any third-party claim,
demand, suit, or action (a "Claim") for which AOGP (or any of its affiliates, owners,
employees, or agents) is or may be entitled to indemnification hereunder, OFFICE
GEMINI may, at its option, require AOGP to defend such Claim at AOGP's sole expense.
AOGP may not agree to settle any such Claim without OFFICE GEMINI's express prior
written consent, which consent shall not be unreasonably withheld.

6.0 Office Gemini’s Obligations

6.1 Sales Referrals
When OFFICE GEMINI receives an Inquiry for Its products from a prospective customer,
OFFICE GEMINI will refer the prospect accordingly. AOGP will handle these referrals as
a valid sales lead.

6.2 Quality Control

OFFICE GEMINI will continue to maintain a program designed to ensure the quality of
OFFICE GEMINI products.

6.3 Training
OFFICE GEMINI will offer on-line and on-site training to AOGP and end users for the
price listed in the product price list.

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 6.4 Marketing & Support
OFFICE GEMINI will designate personnel who, from time to time, by telephone or
appointment, will be available to provide the AOGP with marketing or technical support in
its sales and servicing of OFFICE GEMINI products. Support may vary depending upon
the product(s) in question. OFFICE GEMINI reserves the right to contact AOGP's
customers directly for marketing or customer service purposes.

6.5 Hotline Support

OFFICE GEMINI will designate personnel who act as auxiliary support staff for the
AOGP and for those customers covered under Support as outlined in Section 1. AOGP
and entitled customers will have access via telephone to designated personnel of
OFFICE GEMINI to obtain technical advice during the times listed below (except on days
that OFFICE GEMINI is officially closed):

Monday-Friday: 8:00am - 6:00pm CST

The most current OFFICE GEMINI contact information is posted on the OFFICE GEMINI
web site at www.officegemini.com and on the product websites: www.dokmee.com. If the
AOGP’s or the customer's request cannot be immediately fulfilled, the AOGP or the
customer will receive: a qualified response from OFFICE GEMINI on the same work day
for all questions received before 12:00pm CST. For questions reaching OFFICE GEMINI
Support after 12:00pm CST, the customer will receive a qualified response from OFFICE
GEMINI by the following work day at 12:00pm CST. A qualified response is either a
solution, or an estimated time when a solution may be expected.

6.6 Representations / Indemnity

To the maximum extent permitted by law, OFFICE GEMINI will indemnify, defend and
hold harmless AOGP, its owners, employees, representatives, agents and affiliates from
and against any and all liabilities, losses, damages, costs, and other expenses (including
reasonable attorneys' and reasonable expert witnesses' costs and fees) of AOGP arising
from or relating to any breach of (i) any representation, warranty, covenant, or obligation
of OFFICE GEMINI in this Agreement, or (ii) any intentional misconduct or gross
negligence by OFFICE GEMINI or any of its employees, agents, or subcontractors in
performing under this Agreement. In the event of any Claim for which OFFICE GEMINI
(or any of its affiliates, owners, employees, or agents) is or may be entitled to
indemnification hereunder, AOGP may, at its option, require OFFICE GEMINI to defend
such Claim at OFFICE GEMINI 's sole expense. OFFICE GEMINI may not agree to
settle any such Claim without AOGP's express prior written consent, which consent shall
not be unreasonably withheld.

7.0 Sale and Payment Terms

7.1 Sales Terms
OFFICE GEMINI will not be bound by any order submitted by AOGP until such order is
accepted by OFFICE GEMINI which, at its sole discretion, may accept or reject for any
reason whatsoever, any such order without incurring any liability whatsoever to AOGP or
any third party on any and all such rejections.

a) Title to the products and risk of loss to AOGP shall pass to AOGP on a FOB
basis at Houston, Texas.
b) All expenses and costs occurring from Houston, Texas, including transportation
to the point of destination, handling and Insurance costs, export and import
charges, customs clearance, duties and taxes, banking fees, shall be borne
solely by AOGP. Customs clearance shall be the responsibility of AOGP.
c) All orders are subject to a handling charge which will be made clear to AOGP on
a case by case basis along with expected shipping costs.
d) AOGP will be granted net 30 terms for the purchase of software, services and

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 other OFFICE GEMINI products provided AOGP satisfies the credit application
needs of OFFICE GEMINI. Credit terms can be modified or revoked at any time.
e) In the event that the AOGP defaults in the payment of any funds pursuant to the
terms of this agreement, the AOGP agrees to pay all costs and fees incurred by
OFFICE GEMINI in the collection of said payments, including all reasonable
attorneys' fees and court costs.

7.2 Security Interest & Title to Software

AOGP hereby grants OFFICE GEMINI a security interest In the General Intangibles
(software and subscriptions) sold to AOGP under this agreement and in the proceeds
thereof in the amount of the cost of the General Intangibles to AOGP. AOGP will not
withhold approval or signature of any documents necessary to perfect OFFICE GEMINI's
security interest in the General Intangibles including, without limitation, UCC-1 financing
statements. In the event that AOGP's signature is needed on the UCC-1 financing
statement AOGP agrees to sign same upon presentation by OFFICE GEMINI for
signature.

Except for the limited rights granted to AOGP herein, all rights, title and interest in and to
the Software, at all times, shall remain the sole and exclusive property of OFFICE
GEMINI. No right to use, print, copy, display or alter the Software, in whole or in part, is
hereby granted, except as expressly provided in this Agreement. No ownership right is
granted to any intellectual property relating to the Software, including but not limited to
any patent, patent application, copyright or copyright application. No right is granted to
AOGP to use, distribute, rent, lease, lend, supply or market Software, except as
expressly provided in this Agreement. AOGP may not disassemble, decompile, extract
any source code from, or reverse engineer the Software.

All copies of the Software, including listings, compilations, partial copies or Upgrades or
Enhancements, are the property of OFFICE GEMINI and AOGP’s obligations with
respect thereto shall survive this Agreement until such time as all said copies have been
returned to OFFICE GEMINI or destroyed. AOGP agrees to include any notices,
including any proprietary notices, copyright notices and restricted rights legends
appearing on the Software, or supplied from time to time by OFFICE GEMINI, on any
such copies.

During the term of this Agreement, OFFICE GEMINI designates AOGP as a non-
exclusive AOGP for the Software under the terms and conditions of this Agreement. This
right is non-transferable and applies solely to the distribution and licensing of the
Software in unaltered, machine-readable object code version form to Customers.
Nothing under the terms and conditions of this Agreement, including any of the
attachments and Schedules, grants any right to AOGP to the use of, or access to, any
Software source code. This grant does not include any right to otherwise utilize the
Software or information relating to it or any right to reproduce the Software or to make
and/or sell variations or derivative works of the Software. Exclusive ownership of
copyrights and other intellectual and proprietary rights to the Software shall remain solely
with OFFICE GEMINI. Despite any use of the terms “purchase” and “sale” (in any form)
in connection with the Software, the Software shall not be sold nor shall title thereto be
transferred by OFFICE GEMINI to AOGP or by AOGP to any party and such terms shall
be interpreted to mean the granting or purchase of a license to use a copy or copies of
the Software.

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8.0 Warranty and Returns
8.1 Limitation of Warranties
OFFICE GEMINI warrants to AOGP that OFFICE GEMINI has the necessary rights to
enter into and perform this Agreement and that it has the necessary ownership and
intellectual property rights to the Software to grant the licenses herein.

OFFICE GEMINI warrants to AOGP that the Software, when properly installed by AOGP
and properly used by Customer, will operate substantially in accordance with its
Documentation. The terms of this warranty shall not apply to, and OFFICE GEMINI shall
have no liability for any non-conformity related to, any Software that has been (1)
modified by customer or AOGP or a third party, (2) used in combination with equipment
or software that is not consistent with the Documentation, or (3) misused or abused.
OFFICE GEMINI does not warrant that the functions contained in the Software will meet
such Customer’s requirements or that the operation of the Software will be uninterrupted
or error free. If any Errors in the Software are discovered, AOGP shall promptly notify
OFFICE GEMINI in writing as to the description of the Errors, whereupon OFFICE
GEMINI shall use reasonable efforts to correct such Errors within a reasonable time
thereafter.

AOGP hereby acknowledges and expressly agrees that OFFICE GEMINI makes no
other warranties of any kind whatsoever except as outlined in the licensing agreement
accompanying the OFFICE GEMINI product, whether written, oral, express or implied
and all implied warranties of merchantability and fitness of products for a particular
purpose are hereby disclaimed by OFFICE GEMINI and excluded from this agreement.

8.2 Statement of Liabilities

Under no circumstances shall OFFICE GEMINI be liable for any loss, cost, expense or
damage to AOGP in an amount exceeding the actual amount invoiced by OFFICE
GEMINI hereunder. In no event shall OFFICE GEMINI be liable to AOGP for indirect,
incidental, punitive, exemplary, special or consequential damages of any kind
whatsoever sustained by AOGP as a result of any breach of this agreement or otherwise
arising out of or relating to this agreement or products sold hereunder, or its negligence
or gross negligence, or for any claim made against AOGP by any other party even if
OFFICE GEMINI has been advised of the claim or potential claim. No waiver, alteration
or modification of this warranty shall be binding against OFFICE GEMINI unless in
writing and signed by an executive officer of OFFICE GEMINI.

8.3 Limitation of Damages

To the maximum extent permissible by law, the extent of any claim(s) for liability for
damages that can be maintained by either party against the other under this agreement
for recovery of damages is expressly limited by the mutual agreement of the parties to
only those claims alleging a breach of this agreement by either party and/or negligence
by either party in performing their respective obligations or responsibilities under the
agreement. Notwithstanding the foregoing, the maximum amount recoverable for
damages under this agreement by either party or any allowable claim shall be limited to
the amounts paid by that party to the other party pursuant to this agreement or $3000,
whichever is greater. The parties acknowledge that this limitation of liability reflects an
informed, voluntary allocation between the parties of the risks (known and unknown) that
may exist in connection with or arising out of this agreement.

8.4 Returns
Refunds and/or Exchanges are not guaranteed and are reviewed on a case by case
basis. Full refund requests must be submitted within 30 days of initial license activation.
To receive a refund, the software license must be deactivated from the machine and a
reason for refund must be provided.

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9.0 Term of Agreement
9.1 Renewal of Agreement
This agreement shall be effectual commencing the date this agreement is signed by
OFFICE GEMINI and shall renew for successive terms of 12 calendar months each,
unless one of the parties hereto chooses not to have this agreement and so notifies the
other party in writing at least 90 calendar days prior to the expiration date.

9.2 Definite Terms

The parties expressly agree that this agreement shall always be interpreted as a definite
term agreement, and not as an indefinite term agreement, regardless of any successive
renewals of this agreement as provided for above.

10.0 Conditions for Non-renewal or Cancellation

10.1 Termination Notice
Either party may terminate this agreement on the annual anniversary date upon written
notice at least 90 calendar days in advance thereof. OFFICE GEMINI may terminate this
agreement for cause on the occurrence of any event for termination or a just cause for
termination as defined in Paragraph 10.2 below. Said termination shall become effective
immediately upon delivery of written notice to AOGP of OFFICE GEMINI's election to
terminate this agreement

10.2 Termination Events

This agreement may, at the election of OFFICE GEMINI, be terminated on the
occurrence of any of the following events:
a) AOGP's failure to comply with any of its obligations under this agreement and to
correct such failure within a term of 30 calendar days from the date of written
notice to that effect from the other party;
b) the bankruptcy of AOGP, any assignment by either party for the benefit of its
creditors, the inability of either party to pay its debts as the same fall due, the
appointment of a receiver for or any execution levied upon all or substantially all
of either party's business or assets, or the filing of any petition for voluntary or
involuntary bankruptcy or similar proceeding for or against AOGP;
c) the acquisition, directly or indirectly, of any part of the capital stock or of any
interest in AOGP by any person or company selling, manufacturing, importing or
distributing goods that, in the sole judgment of OFFICE GEMINI, is actually or
potentially competitive with the products; or
d) any change in the ownership or management of AOGP which, in the sole
judgment of OFFICE GEMINI, is significant and which, also in the sole judgment
of OFFICE GEMINI, adversely affects the promotion, acceptance and sale of the
products within the territory pursuant to the terms and conditions of this
agreement.

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 10.3 Effects of Termination
On termination or expiration of this agreement for any reason the parties expressly agree
that the following shall take effect:
a) all rights granted to AOGP under or pursuant to this agreement shall
immediately cease;
b) AOGP shall immediately return to OFFICE GEMINI all unused promotional sales
information materials that have been furnished by OFFICE GEMINI to AOGP
during the term of this agreement;
c) To ensure continuity of service to the installed OFFICE GEMINI customer base
of the AOGP, OFFICE GEMINI may, at its own option, recommend another
AOGP to provide services to the customer;
d) AOGP acknowledges and expressly agrees that OFFICE GEMINI shall not be
liable to AOGP and AOGP hereby waives any claims for compensation or
damages of any kind or character whatsoever, whether on account of the loss by
AOGP of present or prospective compensation or anticipated compensation, or
of expenditures, investments or commitments made either in connection
therewith or in connection with the establishment, development or maintenance
of AOGP's business, or on account of any other cause or thing whatsoever.

11.0 Relationship of Parties – Authority of AOGP

The parties acknowledge and expressly agree that AOGP is an independent contractor, and that
this agreement shall not constitute AOGP as an agent of OFFICE GEMINI for any purpose.
AOGP is not granted any right or authority to assume or create any obligation or responsibility,
expressed or implied, on behalf of OFFICE GEMINI or to bind OFFICE GEMINI in any manner
whatsoever.

12.0 Notices

Any notice required or authorized to be given hereunder, except for routine and typical shipment
documentation and business communications, shall be communicated in writing according to the
terms and conditions of this agreement and served by certified letter return receipt requested to
OFFICE GEMINI or AOGP (as the case may be) at the applicable address set forth in the
beginning of this agreement.

13.0 Entire Agreement – Notification - Waiver

a) This agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements
between the parties relating to the same subject matter. Any change, addition or
waiver of any of the terms and conditions of this agreement shall be binding on
the parties only if previously approved in writing by the respective authorized
representatives of the parties.
b) Without limiting the foregoing, the terms and conditions set forth in this
agreement shall supersede any inconsistent terms and conditions set forth in
any Purchase Order or any standard form used by either party.
c) In the event that any provision of this agreement is deemed void, illegal or
otherwise unenforceable, the remaining provisions shall remain in full force and
effect.

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14.0 Arbitration – Governing Law

The parties hereto shall use good faith efforts to settle any dispute arising under this agreement
in the event any such dispute cannot be resolved. It shall be submitted to arbitration in
accordance with the Rules of Conciliation and Arbitration of the International Chamber of
Commerce; the arbitration shall take place in Harris County, State of Texas, United States of
America, and the substantive law of the State of Texas shall govern. The arbitral tribunal shall be
composed of three arbitrators selected in accordance with said rules, the proceedings shall be
conducted in the English language and a majority vote of the arbitral tribunal shall be decisive.
The arbitral award shall state the reasons for the decision and the extent to which each of the
parties shall bear the costs and expense of Arbitration.

15.0 Assignment

AOGP shall not assign its rights or delegate its obligations under this agreement without the prior
written consent of OFFICE GEMINI. OFFICE GEMINI reserves the right to assign or otherwise
transfer its rights or delegate its obligations under this agreement, at its sole option and without
AOGP's prior consent.

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IN WITNESS THEREOF, the parties hereto have caused this agreement to be executed in
duplicate, as of the Effective Date, by their respective authorized officials.

Accepted and Agreed

For AOGP:
(Company Name)

By:
(Print Individual’s Name)

Signature:

Title:

Date:

For: Office Gemini, LLC

By:
(Print Individual’s Name)

Signature:

Title:

Date:

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